Pine Cliff Announces Completion Of Rights Offering And Private Placement

Marketwired

CALGARY, ALBERTA--(Marketwire - Feb. 6, 2012) - Pine Cliff Energy Ltd. ("Pine Cliff") (www.pinecliffenergy.com) (TSX VENTURE:PNE.V - News) is pleased to announce that it has completed its previously announced rights offering. The rights offering was over subscribed and shareholders who requested additional common shares of Pine Cliff (the "Common Shares") pursuant to the additional subscription privilege were issued a limited number of Common Shares on a pro rata basis. Accordingly, a total of 11,536,423 Common Shares, the maximum number permitted under the rights offering, were issued at a subscription price of $0.17 per Common Share for gross proceeds of $1,961,191.91. To the Company's knowledge, Pine Cliff's executive officers and directors who were eligible to participate in the rights offering subscribed for approximately 4,035,747 Common Shares pursuant to the rights offering.

Pine Cliff is also pleased to announce that it has completed its previously announced non-brokered private placement of Common Shares (the "Private Placement"). Pine Cliff issued a total of 5,882,000 Common Shares under the Private Placement at a subscription price of $0.17 per Common Share for gross proceeds of $999,940. The Common Shares issued pursuant to the Private Placement are subject to a four month hold period. All of the Common Shares issued pursuant to the Private Placement were subscribed for by Phil Hodge (the "President") and certain of his associates.

Following completion of the Private Placement and prior to the completion of the rights offering, the President owned or controlled 4,648,000 Common Shares or 8.9% of the issued and outstanding Common Shares. In addition, the President holds options to acquire an additional 600,000 Common Shares. In the event the President exercised his options in full, he would hold a total of 5,248,000 Common Shares representing 10.1% of the issued and outstanding Common Shares. The President has acquired the Common Shares for investment purposes and from time to time, he may acquire additional securities of Pine Cliff, dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold his current position. Upon completion of the rights offering, the President owns or has control over an aggregate of 5,248,000 Common Shares or securities convertible into Common Shares or 8.3% of the issued and outstanding Common Shares.

The gross proceeds of the rights offering and the Private Placement will be used for funding Pine Cliff's 2012 capital expenditures and for general corporate purposes. As a result of the completion of the rights offering and Private Placement, a total of 63,564,118 Common Shares are issued and outstanding.

Advisory

This news release does not constitute an offer to sell, or the solicitation of an offer to buy securities in any jurisdiction, including the United States, absent U.S. registration or an applicable exemption therefrom, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of such state. The rights and the Common Shares will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person, absent registration or an applicable exemption therefrom.

For Further Information:

Further information relating to Pine Cliff may be found on www.sedar.com as well as on Pine Cliff's website at www.pinecliffenergy.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact:
Phil Hodge
Pine Cliff Energy Ltd.
President and CEO
(403) 269-2289
(403) 265-7488 (FAX)

George Fink
Pine Cliff Energy Ltd.
Executive Chairman
(403) 269-2289
(403) 265-7488 (FAX)

Randy Jarock
Pine Cliff Energy Ltd.
Chief Operating Officer
(403) 269-2289
(403) 265-7488 (FAX)
info@pinecliffenergy.com

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